Neiman Marcus 2008 Annual Report Download - page 383

(vi) contracts for the sale of assets, including customary restrictions with respect to a subsidiary pursuant to an
agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such
subsidiary;
(vii) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.01 and 6.02 that limit the
right of the debtor to dispose of the assets securing such Indebtedness;
(viii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in
the ordinary course of business;
(ix) other Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries permitted to be
incurred after the Closing Date pursuant to Section 6.01;
(x) customary provisions in joint venture agreements and other similar agreements;
(xi) customary provisions contained in leases and other agreements entered into in the ordinary course of
business;
(xii) restrictions created in connection with any Receivables Facility; provided that in the case of Receivables
Facilities established after the Closing Date, such restrictions are necessary or advisable, in the good faith determination of
the Borrower, to effect such Receivables Facility;
(xiii) restrictions or conditions contained in any trading, netting, operating, construction, service, supply,
purchase or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party entered into in the ordinary
course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of the Borrower
or such Restricted Subsidiary that are the subject of such agreement, the payment rights arising thereunder or the proceeds
thereof and does not extend to any other asset or property of the Borrower or such Restricted Subsidiary or the assets or
property of any other Restricted Subsidiary; and
(xiv) any encumbrances or restrictions of the type referred to in clauses (i), (ii) and (iii) of paragraph (a) of this
Section 6.07 imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xiii) of this
paragraph (b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are, in the good faith judgment of the Borrower, not materially more restrictive with respect to
such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase,
supplement, refunding, replacement or refinancing; provided, further, that with respect to contracts, instruments or
obligations existing on the Closing Date, any amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings are not materially more restrictive with respect to such encumbrances and other
restrictions than those contained in such contracts, instruments or obligations as in effect on the Closing Date.
SECTION 6.08. Limitations on Guarantees of Indebtedness by Restricted Subsidiaries. The Borrower will not
permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-
Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Subsidiary Guarantor or a Foreign
Subsidiary, to guarantee the payment of any Indebtedness of the Borrower or any other Subsidiary Guarantor unless:
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